Transformers: Earthfall
by MatrixOfWumbo
Summary: The fateful voyage of the Ark and Nemesis that changed the Great War forever (Personal AU starts here)
1. Chapter 1

_Forward: I wrote this story a few years ago. It was my first then, and so it is my first one I'm posting here. It serves as the foundation for a small AU I've been adding to since. I'm considering posting more of them here actually. But in the meantime:_

 _The Civil War on_ _ **Cybertron**_ _raged for a century, until finally the beleaguered planet fell dark beneath the weight of the conflict. Since that day 190 Stellar Cycles ago the_ _ **Autobots**_ _and_ _ **Decepticons**_ _have dispersed amongst the stars, searching for a place they could call home, for resources they might live off of. With a team of his highest ranking officers,_ _ **Optimus Prime**_ _sets out aboard the_ Ark, _looking for sources of_ _ **Energon**_ _that may restore Cybertron's life. But their quest is not without challenge._ _ **Megatron**_ _too seeks a means to refuel their dead world, and he brings an elite force of Decepticons with him to make sure he gets it first. For the last 2 Stellar Cycles the desert planet of Verus Centralus has been their battle ground. But now they race towards new target…_

 **Transformers: Earthfall  
Chapter 1:**

Optimus Prime was in deep thought. He stood gazing out the front window of the bridge at the large dark shape in front of them.

The _Nemesis_.

It was nearly twice as long as the _Ark_ , not quite able to reach her speeds but more than a match for her firepower. Soon they would be in radar distance, and the fighting would begin anew.

Optimus hated this part. Ship-to-ship battles bothered him. He was confident enough in the _Ark_ 's construction, but one errant shot could send the whole crew to the Allspark. Then there was the tear in space they were headed for. The Autobots and Decepticons had been devising increasingly dubious ways to build space bridges quickly and quietly, so as not to telegraph it to the enemy. Going off of Prowl and Smokescreen's intel it looked like Megatron's newest bridge was triangulated between a few probes launched ahead of the _Nemesis_. Prime had consulted Ratchet on the matter shortly before launch.

 _"I'm a doctor, not a space bridge technician," he had begun, "but there was an engineer I knew before the war, he used to talk about this stuff. It's not unheard of. Back in the Golden Age most shuttles had a quick-bridge system they could engage for planetary jumps. But Optimus... those ships were six-seaters at the most. A ship of this size, and at interplanetary distance?" His face was grave. "I hope Soundwave's ambitions haven't outgrown his intellect."_

"40 clicks to hailing distance Bossman," Jazz called, breaking the silence. Aside from Prime and Jetfire, at the helm, the communications officer was the only one on the bridge. "Prowl wants to discuss our plan with you. He seems distressed. Well, more than usual. Should I tell him to swing up here?"

Optimus turned away from the window. "I'll go to him. I could use the change of scenery."

"I don't like it Prime."

If Bumblebee had a Shanix for every time Prowl lead a conversation with that sentence, he could have retired by now. But sitting by the shore on Sensensica sipping oil through a curly straw would have to wait. Right now he was in the briefing room about to listen to Optimus begin the Sisyphetronian task of selling Prowl on a plan he didn't make himself. Smokescreen and Bluestreak were sitting nearby, bemusement on their faces.

"Unless we can convince Megatron to engage us before the _Nemesis_ enters the bridge we won't catch up to it. The bridge will close behind it and we won't know where they went," Optimus started.

"Do we care where they go? We can find another planet with Energon on it, and it will be far easier to mine if there isn't an army trying to kill us there!"

"If we don't follow, Megatron will grow bolder. He may try to attack a populated world. I won't - I can't - allow that to happen. Not again."

Prowl paced up and down the room, looking very much like he wanted to be somewhere else. He had prepared schematics, a star chart, anything to get Prime off this fool's chase with Megatron. It didn't look like it was going to be worth the effort. Bluestreak silently slipped 4 rations to Smokescreen under the table. They had bet on how long it would take Prime to play the "innocent lives at stake" card.

"Okay fine. You're the Commander after all. But just promise me; this isn't about Ironhide, right? He's not on that ship Optimus."  
Bluestreak grinned smugly at Smokescreen, who handed over seven rations with a pout. Optimus turned towards the doorway, his large frame cast in shadow by the light from the corridor outside.

"No Prowl. He isn't."

He walked out, leaving the four in silence.

"Well that was productive," Bluestreak said as he counted up his winnings. Smokescreen was still reeling. "Bringing Ironhide into this?" He gave a goofy grin. "You really are a gearstick boss."

"That's enough of that," Prowl retorted, "Get to your stations."

"Where do you think the 'Cons are heading Prowl?" Bumblebee spoke up as they left. "Megatron was especially cloak and dagger with this launch. He must think it's pretty big right?"

"Pfft. It's not worth wondering what _their kind_ think," Prowl spat as he gathered his charts to leave the briefing room. "I thought you would have learned since Tyger Pax. They don't think like you or me. Whatever goes on in there, it's evil. Plain and simple." And we was gone, the sound of his footfalls clanking angrily down the hall.


	2. Chapter 2

**Chapter 2:**

Prowl was back in his HAB Suite, taking a quick recharge before they engaged the _Nemesis_. He was starting to regret blowing a gasket at Bumblebee. Prowl was coming to a frightening realization that there were two major conflicting aspects of his personality; the part of him that was fascinated by the world around him, and the part that looked for the darkness in every crevice of it. He had noticed that part increasingly often since Prime appointed him Chief Tactician so many stellar cycles ago. He was going to have to try to get back to basics at this next planet, try to relax more. He would start up his meditation again. That would do the trick. He watched Verus Centralus shrink into the distance out the window; this was the calm before the storm.

 _This is so boring._

Starscream was wandering the corridors of the _Nemesis_ in a foul mood. The early launch meant he hadn't gotten to do his morning flyover. He was going quite stir crazy in the confines of the ship.

Megatron, in his _infinite wisdom_ , had ordered the ship to launch before first light, so as to catch the Autobots off guard. Now they were wasting most of the Energon they had managed to scrounge up on Verus Centralus to open a space bridge and escape to some other point in the Galaxy before the enemy could catch up with them. That meant a skeleton crew, most of the Vehicons in stasis, and basically _nothing_ to do.

Any Vehicon that was awake at the moment could tell you that Megatron's campaign against the Ark was Starscream's favorite thing to complain about. This merry chase he was leading Optimus Prime on was wasting precious time and fuel the Decepticons could be using to cure Cybertron's core and cement their rule of the planet. What was he waiting on? The hold was stocked nearly full of Energon cubes, Sooner or later they'd have to turn back to offload them.

He had come to the medbay doors. Starscream considered going in, but he didn't want to deal with Knockout. The ship's doctor had a habit of talking at length about himself; his new paint job, the the last conversation he had with his conjunx over the vidcom, every excruciating detail. Starscream considered him a friend of sorts.

The lower gallery was adjacent to the medbay. It was a crew lounge during busier times; windows looked out to space on one side and down to the oil reservoir belowdecks on the other. A single figure was peering out at the stars when Starscream entered. Standing tall in violet armor, Cyclonus was statue still. If he noticed the Seeker's entrance he made no sign of it. Thus was Starscream rather surprised to find the horn-helmed silhouette before him in the gallery.

"Oh. Erm, Cyclonus!"

"Starscream," he nodded briefly.

"How's it, uh... going?"

"My life is one of borrowed time. Someday, he will come. And no amount of begging will bring his mercy."

They were both silent for what seed like ages.

"Well good luck with that," Starscream offered brightly. He was desperate to put as much distance between himself and Cyclonus as possible.

A saving grace came in the form of Soundwave over the ships' general address system. "Attention: an officer's meeting will take place on the bridge in 15 cycles. All officer-class personnel are required to attend."

Starscream hurried to find an elevator to the bridge deck. Cyclonus remained facing the window.

Starscream sighed as the doors closed. The Decepticons had found Cyclonus lying in the middle of nowhere. He knew his name, but not where he came from. He was adamant that he was in great danger, but he couldn't remember whose wrath he had incurred or why. He had numerous wounds, including a nasty sword gash and a now-distinctive missing horn. Knockout suspected he had had some sort of trauma, maybe torture or perhaps even Shadowplay. Starscream thought he was insane. But he had superpowers, so Megatron kept him around. An outlier could prove a powerful tool in his arsenal.

The elevator stopped, and a stocky blue bot sauntered in. _Speaking of powerful tools_ , Starscream thought. He was sharing a lift with Onslaught, one of the deadliest soldiers on the ship.


	3. Chapter 3

**Chapter 3:**

"Starscream," Onslaught rumbled with a nod.

"Hello Onslaught. Keeping busy?" Starscream attempted to maintain a cool air. Onslaught wasn't a Decepticon he especially disliked, but people who were stronger than him still intimidated the Seeker.

"Tuning up the ship with Blastoff. Guy's a bit of a stickler for engine maintenance. No better sniper I know though," he added with a chuckle. Starscream didn't have anything to say back. Blastoff never talked to the rest of the crew; he preferred his alone-time. Onslaught's unit was tight-knit though. If he opened up to anyone it would be them.

The elevator opened with a swish and a beep onto the bustling bridge. A whole squad of Vehicons was awake to monitor the instruments.

Onslaught suddenly started. "You go on ahead. I don't see Scrapper so I have a cycle or two to go check something before we start." And with that he was gone.

Starscream shrugged and headed to Soundwave's terminal. "Where do you suppose he's going to?"

"He had an potential strategy that needed recording. Surveillance shows that Onslaught returns to his Habitation Suite approximately 15.4 times per Solar Cycle on average. A mild attention disorder in his spark batch causes subjects to forget easily unless recorded in a timely fashion," Soundwave stated flatly without acknowledging Starscream's presence further.

"Huh, learn something new every day eh, Soundwave?"

"All ship personnel have physical evaluations available on the officer server. Onslaught's records have been online for 130 Stellar Cycles."

At this point Soundwave had finally turned from his monitors to regard Starscream. His face was completely emotionless. Starscream often had a hard time telling if he was mocking him or not. This time he was leaning towards 'yes.'

"What are we all here to discuss? See anything interesting?"

Soundwave had observed roughly 234 significant events since the launch, about 72 of which Starscream might consider 'interesting.' Thundercracker was on the bridge earlier trying to cajole one of the Vehicons at the sat-com desk to do his Megatron impression. Soundwave rated it a 7. He had authenticated travel orders for an aquatic trooper who was much better at it. Downstairs Ravage had picked up a vid-com call between Brawl and his Spark Sister, who was rather distraught that her Conjunx was being selected for one of Shockwave's Experiments back home in Kaon. Swindle was in his quarters trying to find the address to a translator he knew. The race he was in negotiations with could be could be quite the hagglers for a species who communicated entirely in shrugs.

Soundwave didn't share any of these with Starscream though, as he thought the Seeker was a gearstick and he relished every moment he didn't have to hear him speak.

"There's a potential anomaly within the Space Bridge. I will elaborate when everyone arrives."

Onslaught returned, this time with Scrapper in tow. "This better be good. I was in the middle of a pretty intense lob with Bonecrusher just now. Why are we here?

"Just the question I was hoping to ask, Scrapper," a terrifying rasp thundered from the end of the bridge.

Everyone stopped and stood to acknowledge Megatron, their supreme leader in all things, as he moved briskly down the room to meet them.  
"Soundwave must have something of unique importance to call a meeting of his own accord."

 _I didn't know Soundwave had that kind of bearings_ , thought Starscream. Would Megatron finally punish someone else for a change?

"Pay attention Starscream!"

 _Apparently not._

"There are two anomalous developments in our flight plan, Lord Megatron," Soundwave began.

"First: there is evidence of mounting cosmic storm activity in the transwarp space we are about to bridge through. Radiation levels are within tolerances for now, but a fully-realized storm could be grounds for mission abortion."

"Abort the mission?" Scrapper asked.

"Head back to Cybertron?" Starscream suggested hopefully.

"No!" Megatron snapped, "We would have to try again. Recover the bridge probes, distance ourselves from the Autobots, and try again!"

"But all our energon? Can we afford another bridge attempt?" Onslaught was thinking. "Soundwave, what happens if we go inside and hit trouble?"

"Best case scenario? We got some turbulence, maybe a brief period of spaghettification, and we come out with some minor hull damage and a bunch of disoriented sensors." Astrotrain had stood up and joined the group. The ship's captain was such a fixture at the helm it was easy to forget he was there.

Soundwave nodded in affirmation.  
"Worst case scenario: total quantum existence failure. The ship's atomic structure would be dissociated and distributed throughout time and space."

"Is that all?" Starscream muttered.

"Your thoughts, Captain?" Megatron asked. Astrotrain was taken aback. Protocol stated the captain _was_ in charge of these kind of things, but Megatron usually ignored that part of protocol. Astrotrain didn't argue though, Megatron didn't often make decisions he disagreed with, and the large gun he carried on his shoulder helped for the few times he did.

"I'm up for it, but it's a risk I'd rather not put up to the vote of a few."

Megatron nodded, then jogged to the front of the ship. "DECEPTICONS," he bellowed to crew on the bridge. "This may very well be our most dangerous voyage yet. But I leave our course to you." He gestured out the window. "That space bridge could lead to our deaths, or to unimaginable glory! If we do not take it, it may be an entire stellar cycle before we can try again. So what say you?"

The assembled troops raised their arms and began to cheer, "Megatron! Megatron!" And with that the matter was settled.

"We do not alter course," Megatron finished. "Now Soundwave, what was the second anomaly?"

"According to the radar sensors, the _Ark_ is inbound and gaining. The Autobots will be on our stern in 35 clicks."

Megatron grinned a razor-sharp grin. " _Optimus Prime_."


	4. Chapter 4

**Chapter 4:  
** "Soundwave, hail the Ark. Onslaught! Assemble your crew and make contact with the new world. Prepare it for my arrival."

"Yes, Lord Megatron!" Onslaught turned and sprinted for the door, hand on his ear. "Swindle, Brawl! Get off your afts and find Vortex! We take off immediately!"

Optimus and Jazz were watching the monitor. Jetfire was busy going over a few last minute details with Smokescreen, who in turn was relaying information to Arcee and Bluestreak in the utility rooms. Warpath and Cliffjumper, along with several of their crewmates, were now present on the bridge, waiting anxiously. Prowl crossed his arms. At last the familiar drone of Soundwave came over the comlink.

"Attention Ark. This is the Decepticon Military Vessel _Nemesis_."

"Okay here we go people," Jazz said snapping a finger for attention. "Soon as we get visual we're go, dig?"

"You are exceeding the minimum safe distance between a craft of our size and-"

Optimus cut in. "Cease these platitudes, Soundwave. Put on your master."

After a brief pause Megatron's face appeared, his features gigantic on the bridge's monitor. He wore a helmet with the same lines and angles as the Decepticon Insignia, a trophy he had forged from the wreckage of the Senate building nearly two centuries ago.

"These years have made you impatient," Megatron sneered in a mocking tone. "What can I do for you Optimus Prime? Surely you aren't planning on stopping me from flying through that space bridge, hmm?"

"Stopping you is my one function in life, Megatron. Such is the fate you have forced upon me. I will not allow your reach across the galaxy to grow unchecked. There is no species you can terrorize that I will not swear to protect. There is nowhere you can go that I will not follow."

"We will have to see about that another time. But I wish you luck finding me again, for you will _not_ be passing through _my_ space bridge."

Optimus took a step toward the screen. "I suspect it is you will need to find us, Megatron." Then the feed went black.

On the _Nemesis_ a series of alarms went off across the bridge.

"Soundwave, Astrotrain, status report!" Megatron barked.

"We have no visual on radar."

"Communications signals: Negative."

Scrapper put two fingers to his brow, "An EMP?"

"No, our systems are fine, it's them. They just used some kind of cloaking! They vanished!"

In the shuttle bay, Vortex was packing the last of the Combaticon's personal effects into the _Decimator_. A loud yawn permeated the hangar, followed by a deep baritone. **"ARE WE DEPLOYING?"**

"Sorry Tidal Wave, just us this time. I'm sure Lord Megatron will let you stretch your legs when the ship lands. There's gonna be lots of work to clear the land."

 **"DISPLEASING. WELL, I WILL POWER DOWN AGAIN. FOR A WHILE. WAKE ME WHEN I CAN LEAVE THIS HANGAR."**

Tidal Wave was too large to fit in the ship's corridors, so he only ever talked to bots when they came down to the shuttle bay. Vortex felt bad for him sometimes. It was amazing watching him work when he wasn't cooped up.

"Alright Onslaught, your tapes are loaded. We can leave at your command."

Blastoff fired up the engines and the ship took off. Onslaught began a quick debrief.

"Megatron tells me there are some primitive organics on this new planet. Our job is to clear out the buggers so that he can land without issue."

Brawl twitched with excitement. "Oh man, I can't wait. Haven't killed something in so long. Got the _itch_ , ya know?"

"Am I to presume that I'm on orbital duty again?" Blastoff asked quietly.

"I don't expect a lot of strategy will be necessary here Blastoff. You want ground duty you can take it."

"Hn." Blastoff looked out the window aloofly, but smiled inwardly.

It was by chance that Brawl happened to look out the back window of the _Decimator_ as they glided out from under the _Nemesis_.

"Uh, Onslaught? What's that?"

"What's what? Oh. Slag. Swindle?"

"Boss?"

"Call the bridge. Now!"

Attached to the bottom of the ship like some vast, sedentary, space-barnacle, was the _Ark_.

Prowl watched as the first plumes of transwarp began to envelop the now-joined ships. This was going pleasantly. While Optimus was distracting the Decepticons with one of his famed monologues, Jetfire had been working to mask the engines' energy signatures. Simultaneously, Arcee was disabling the radar equipment in the communications hub, and Bumblebee and Smokescreen were busy activating large electromagnets on the hull. When Jazz gave the signal, the ship went into full blackout mode, and the now "invisible" ship flew up and magnetized itself to the bottom of the _Nemesis_ ' hull, where no prying optics (or exterior weapons) could reach it.

Warpath was shouting in excitement. "It worked! Now we just let the 'Cons carry is across the bridge and BOOM! Welcome to... uh, whatever planet it is."

"Do not celebrate yet Warpath. Megatron has his fair share of great minds in board. I suspect they will discover our trick before long, and prepare a retaliation! But this respite will get us into the bridge itself."

Bluestreak came out from underneath the machinery in the ship's underbelly.

"We're all set 'Bee. We can monitor the magnets from the bridge and-"

***CRASH***

The ceiling caved in above the two scouts' heads. This _should have been a problem because the space above the ceiling was the vacuum of space. It was a problem instead because of the tube full of Vehicons leading from the warship above. A captain leapt down and trained his guns on Smokescreen. The troopers behind him mimicked this action._

 _"Autobots! Surrender immediately or be terminated!"_


	5. Chapter 5

**Chapter 5:**

"We're gonna be overrun if we don't do something soon!" Jetfire shouted. He turned briskly from his spot at the helm and tagged a Vehicon in the face with his blaster as they charged through the door.

"We should find their point of entry," Prowl called out, "it stands to reason that It's somewhere down where the magnets are, but without long range communication up..."

"Then short range will have to do."

Everyone turned to see Bluestreak standing in the entryway, full of pockmarks and Covered in fluid of various colors.

"There's a boarding chute right next to the magnet in the brig. Bumblebee's still down there..." He fell to one knee.

"Stay here Bluestreak. You've done well. Smokescreen! Gears! Come with me. We're going to cut the Decepticons off at the source! Warpath, take Huffer, Cliffjumper, and Brawn to the communication hub. Make sure Arcee is safe. Autobots: transform, and roll out!"

"YEAH! Here comes the cavalry Arcee! BANG! Come on Cliff!"

Warpath and Cliffjumper hurried off to Brawn and Huffer's HAB Suite. Optimus and his party assumed their vehicle forms and burned rubber for Bumblebee.

Prowl's words about Ironhide flooded back into Prime's head. Arcee. Bumblebee. He couldn't let anything happen to them.

Arcee was dug into the com hub, bodies strewn about the room. The door was barricaded - for now - and she could easily pick off the stray drones that came through. She couldn't get in touch with the bridge (probably her own doing) so she didn't know just how many Decepticons there were. She was just thinking about how long she could hold out when she heard a familiar voice.

"HEY! ARCEE! You better gang way because we're COMING THROUGH!"

A red tank crashed through the door to the hub, with three small vehicles riding in its wake.

"Cliff! Guys! You came just in time. 'Surrender or be terminated' was starting to lose its charm."

"Prime's taking the fight to the _Nemesis_ ," Brawn said. "You up to join him?"

"Maybe she should head back to get fixed up with Bluestreak," Cliffjumper offered, looking at Brawn sternly.

Arcee stepped forward, rapping Cliffjumper on the shoulder as she passed him. "Maybe she should answer _herself_ , Mr. Bossy Horns."

"In any case," Huffer tried to get back on topic, "I'm pretty sure the Vehicons are coming in from up the corridor on the left. If we fight our way through the boarding chute there we'll have communication again, and we can meet up with Prime."

Arcee nodded. "Alright, I like it. We put Warpath in front, have him do his thing -"

"KABLAM!"

"Then we get in behind him and mop up. Cliff can take the rear since he's so worried about my safety."

"No need to get your pistons in bunch over it," Cliffjumper mumbled.

Bumblebee had fallen unconscious for... how long was it? Something hit him on the head, now he was staring down the Vehicon Captain who had started the invasion.

He gestured to the legion pouring through the gangway behind him. "Autobot. Did you think someone as small as yourself could handle all of us by yourself?" Captains were generally more eloquent than the regulars. All Vehicons could talk but below the Captain's rank it was frowned upon to do so in the field outside of a few key phrases

"Aw, I didn't think I was doing that bad. One thing though, is this me surrendering or being terminated?"

The captain struck him across the face with the end of his blaster.

"Perhaps I'll take you to Soundwave and have him decide. He so rarely shares his feelings but he feels pretty strongly about meeting you again."  
Bumblebee opened his mouth to scream at the captain, but a chorus of other sounds stopped him. A host of shouting Vehicons were fighting their way upstream back into the infiltration point. Some were running, some driving, others flying. Then Bumblebee saw the ones who had failed at all three, riding along against the front fender of Optimus Prime's altmode. Gears rode on his back, gunning down Vehicons when he could spot them. Prime plowed through the ranks with a tremendous speed, straight at the captain, who dodged only just in time. Transforming and training his gun on the captain, he spoke coldly.  
"Stand down. Cease this attack and return my soldier to me."

"Optimus Prime!" He flinched back and barked at the Vehicons filing back into the room in pursuit of Prime's team. "Destroy the lot of them! Fight to the last spark!"

As Gears leapt into the fray he, put up his battle mask and motioned for Bumblebee to do the same. He also gestured upwards, where Bumblebee saw a sight that made him grin inwardly.

Smokescreen was a master of reconnaissance arts. He and Bluestreak were indispensable as spies; About the only bot that could detect their sneaking was Soundwave's murderous little pet Ravage. So when Optimus and Gears created their noisy entrance it was simplicity itself to enter the room and climb up to the ceiling unnoticed. He was prepping a few of his little beauties - smoke bombs with a touch of nanoscale irritants, enough to choke up even a Cybertronian's intakes.

With a loud hiss the smoke cascaded down from the ship's support struts, and soon a cacophony of wheezing and sputtering rose from the troopers.

"It's some kinda gas!" the Captain cried into the fog. "Turn on your filters you sons of glitches!"

Bumblebee felt Optimus' large hand on his back. "This way, quickly!"

The four Autobots felt their way into the gangway the Decepticons had made their entrance through. The space bridge roared and crackled outside.

"Boy, I thought my hard drives were fried. Thanks, Prime."

Smokescreen punched him in the arm playfully. "What are Gears and I? Decorative furniture?"

Bumblebee chuckled. "We couldn't have done it without your smokescreen, er, Smokescreen. Speaking of smoke, I might have inhaled some after all. Because if looks like we're heading into the Nemesis, and not away from it."

"We have to shut down this boarding from the source," Optimus stated solemnly, "I believe we've left the bulk of our guests down there, but I wish to be sure."

At the top of the chute they found themselves in a dim corridor along the side of the ship. There were no windows on this floor. Then the lights flicked on, revealing three large brutish bots decked out in green and purple.

"Mixmaster look. Autobots. I'm gonna squish 'em."

"Squish away Long Haul. Leave some for me and Bonecrusher though. He'd hate to go without."

A disorganized clatter of footsteps came up the chute.

"There! Found them!" Said the Vehicon captain. "Oh. And so did they."


	6. Chapter 6

**Chapter 6:**

Warpath and the others exited the boarding chute into a wide room with windows looking out in both directions. The technicolor miasma of the space bridge swirled outside. They were in full swing, no turning back now. Arcee tried the coms.

"Arcee - Optimus, come in. We're on board. And uh, I'm safe. Occurred to me you were probably concerned about that."

Across the enemy ship, Optimus Prime rolled out of the way of one of Longhaul's tremendous feet, avoiding a flat and painful fate.

"Optimus - Arcee. I am glad to hear your voice. We are somewhat occupied currently, but we should rendezvous somewhere between our current location and yours."

"Cool. It looks like we're in a lounge area right now. Don't see anyone yet. Check back in a cycle or two. Over and out."

"This is… _fancy_ ," Cliffjumper said. He was looking out the large window over the oil reservoir. "I thought 'Con ships were all sparse and clinical."

"Ugh. These glass corridors are all over ships from the Postnovan period. This whole ship is a mishmash of architectural styles. Slagging Constructicons."

Huffer was standing by one of the walls that wasn't glass. "I suppose you can't fault their use of materials. This metal is the cleanest I've seen in a long time. No impurities or AHH-"

While Huffer's back was turned from the wall, a pair of hands grabbed him by the shoulders and pulled him _straight through_ the wall. The others gaped in horror; his face and hands stuck through the wall, immobilized. "Oh Primus, I can't move. I can't feel my body!"

"One of the interlopers is neutralized. Moving in on 4 more."

Cyclonus phased through the wall beside him, and regarded the Autobots coldly. Lightning crashed across the space bridge.

The _Decimator_ emerged from the bridge within streaks of lightning.

"Soundwave was afraid of this," Onslaught said. "That storm is ramping up. Bring us down Blastoff. Swindle, hail the _Nemesis_ , tell Megatron it's looking pretty dangerous at our end of the bridge."

But they weren't able to get through the interference. The vast curvature of the planet rushed up to meet them as they descended. After a time Vortex looked up from his monitor.

"Hmm. What was the intel on the population status? I'm seeing some semi-advanced structures down there."

Onslaught peered out the window. "The intel came right from Megatron. But he won't tell us his source. I don't even think Soundwave knows."

"I'm landing us down in that green patch," Blastoff said. "Shouldn't attract too much attention…"

When the ship had finally landed, and the atmosphere reports had tested clean, the Combaticons prepared to deplane.

"Our orders are to start without Megatron. He'll contact us when he lands. Until then…"

Onslaught froze. He couldn't believe what he saw.

Megatron was getting impatient watching the spacebridge swirl by. "What is taking so long?"

Astrotrain responded without taking his eyes off the controls. "The interference is blocking our transwarp signature. The universe is having a bit of trouble figuring out whether we're here or there, in a quantum sense."

"I had no idea you were so knowledgeable on space bridges, Astrotrain."

"I dabble. If I'm gonna fly through a hole in the space-time continuum I want to know what I'm getting into."

"Am I interrupting a conjunx ritus," Megatron interceded sharply, "Or do you two already have a solution to this issue?"

"…Mixmaster for you, Lord Megatron."

"Lord Megatron!" The Constucticon blustered. "Optimus Prime and a small crew have made it past us! Bonecrusher and Long Haul are severely damaged."

Megatron held the bridge of his nose. "Okay. Get to Knockout."

"You… aren't mad?"

"I never said that."

Megatron turned to storm off of the bridge.

"Where are you going?" Astrotrain called.

"TO DEAL WITH THEM MYSELF! Take command of the bridge Astrotrain, and get the _Ark_ off of our hull!"

"Sir yes sir! I have just the plan for it!"

Warpath hit the ground. He wasn't sure how much more he could take. Cyclonus was an astonishingly powerful combatant. He looked over to where Cliffjumper was lying. This wasn't part of the plan.

Brawn got up. His special plating kept him relatively unscathed.  
"You need to get out of here. Get to Prime. I'll hold him off."

Warpath started to speak, but he stopped himself. The situation was too dire. He gave Brawn a long hard look, then scooped up Cliffjumper and made for the exit.

"Warpath? What are you doing? We can't leave him!" Arcee shouted.

"Go ahead Arcee." Brawn smiled, but his eyes were urgent. "You know I can take anything he throws at me!"

"…Thank you."

As they ran off, Brawn put himself between Cyclonus and the door. "They say my armor is indestructible. Shall we test it out?"

Cyclonus phased his hand through Brawn's chest, and the Autobot gasped as he felt the warrior's fingers on his spark. "It would seem not," said the Decepticon, before he squeezed.

"No! Brother…" Huffer screamed, but he was exhausted from struggling. "You… you'll pay for this, monster."

"We can settle any debts you think I owe when I've tracked down your friends," Cyclonus said wiping his hand. He turned before he exited.

"Stay put."


	7. Chapter 7

**Chapter 7:**

Prowl and Jetfire finished another run of moving bodies from the doorway of the bridge down to the hold.

"That's a few less dead Vehicons devaluing the scenery," said Jetfire.

"I notice we're getting fewer living ones too," said Jazz, "Think Prime shut them all down?"

"That fast? The Nemesis is a big ship. He'd have to know where he was going."

I doubt he grabbed a map the last time he was there," Prowl frowned.

An alarm went off on the consoles in front of Jazz.

"I had a camera point at the hangar bay; let us know if somebody comes out. I didn't want another Combaticon surprise."

"So somebody's coming out?" Jetfire asked.

The colossal form of Tidal Wave cruised out of the hangar bay doors and turned right for them.

"Yup."

Optimus' team barreled through the hallways of the _Nemesis_ , turning at the occasional blast door. Megatron already knew they were there, he must have the ship on lockdown. The usual crew was asleep, meaning resistance had been low. Optimus was looking for the room where the Vehicons were stored in cryostasis during long trips. Optimus suspected that one of them was the source of the Ark's invasion. As he turned a corner at yet another locked blast door, he found his quarry. A doorway marked "POD LAUNCH C" lay in front of them.

A bit of gentle persuasion from Gears and the door was lying on the ground before long. A long room, shaped like the corridors outside but much higher wider, yawned out in front of them. Floodlights harshly illuminated the platform on which they stood. It was outfitted with an array of cranes and gantries. All around them, and going back into the unlit part of the bay as far as one could see them, were the red lights of stasis pods. This was the wellspring from which Megatron's army flowed. Only there wasn't much flowing going on right now.

"So is this the spot or what?" Smokescreen asked the empty air.

Bumblebee peered over the edge. "Where's the assembly line? All the Vehicons coming out of stasis?"

"Ah, I've moved production elsewhere ahead of your arrival," he was answered by a sharp rasp from behind one of the cranes, "All it took was simple manipulation of the blast doors to funnel you here. Right where I want you!"

Megatron stepped out of the shadows to greet his 'guests.' "You mean to hinder my entire army with 3 of your soldiers, Optimus? How very foolish."

With a harsh shriek the platform began to move into the darkness. The Autobots drew their weapons.

"We have to detach from the _Nemesis_ or we'll be torn to shreds!" shouted Jetfire.

"And leave Prime and the others behind?" Jazz called back.

"We can come back for them. Right now we have to lose Tidal Wave, stat!"

With Jazz and Prowl's approval Jetfire disengaged the magnets and tore the ship away from the hull as fast as it would go.

 **"OH JOYOUS DAY, TO BE HUNTING AUTOBOTS AGAIN. I SO LOATHE THAT HANGAR,"** Tidal Wave proclaimed, though no one was around to hear him.

"Would it be unhelpful to remind you that our shields aren't exactly outfitted for sustained combat with a bot of Tidal Wave's size?"

"That's never stopped you before Prowl," Jazz muttered.

The door to the bridge whispered open, and Ratchet jogged through. "What in Trion's beard is going on up here?"

Jazz pointed to the primary monitor. Ratchet's face fell. "What's Prime gonna do?"

"I might have an idea," Prowl said. I need to run down to the hangar. And somebody get on restoring comms, if Arcee hasn't smashed the instruments to pieces!"

Bumblebee ducked behind one of the mechanical arms on the platform. He and the others were providing Optimus with supporting fire while he parried swing after swing from the Decepticon leader. The duo had been trading the usual verbal barbs, neither showing signs of quitting, when the platform ground to a halt at the next station.

The jolt knocked Optimus off his footing, and the little yellow bot into the open, where Megatron pounced on him. A large grey foot pinned him to the floor by his chest. "Get back Prime! I think I need to make an example of this insect."

"Bumblebee!" Smokescreen shouted.

Megatron's gun whirred to life as he aimed it, glowering, down at Bumblebee. But while his head was down a blue blur leapt down from the ceiling and grabbed him by the neck.

"Graak!" He choked as Arcee rode the taller bot like a rodeo animal. Bumblebee took the opportunity to flee his peril, and was greeted by Cliffjumper and Warpath, who had clung underneath the platform when it stopped.

"We were hiding from Cyclonus," Cliff explained. "By luck you happened to be passing through."

"This is one of my luckiest days ever," said Bumblebee, "or one of my unluckiest. Not sure yet."

Gears bull-rushed Megatron and knocked into his feet, sending him sprawling towards Optimus at the end of the platform. "Time for you to leave Megatron," he said before pitching his nemesis over the side.

He turned to the six bots who had so faithfully aided him. "Get to our original entrance point for immediate exfil. I'll follow behind. Roll out, now!"

As they left he heard a roar of engines. He turned to see Megatron, holding onto Cyclonus' altmode as he floated to safety. "I'm not leaving just yet. There's still the matter of you, not leaving my ship alive!"  
But before he could resume his duel, a tremendous crack of thunder shook the room, and all the lights on the platform went out. "What? What is this?" Megatron screamed.

Emergency lights came on about thirty seconds later, bathing the pod launch in orange light. Optimus was gone. Megatron stared at the orange light. "Cyclonus, go after Prime! I am needed on the bridge…"

"Yes Lord Megatron," Cyclonus called as he flew through the wall after his quarry.

The trip through the corridors of the _Nemesis_ had been uneventful for the escaping Autobots, save for the blackout. They were too busy driving to see the blast door slam behind them on their way into the room where the Constructicons had been.

Gears stopped. "Wait, we're missing Brawn. And Huffer!"

Cliffjumper and Arcee looked at him solemnly.

"No... NO! They were all I had… What happened?"

"It was Cyclonus. He was... too strong."

Gears collapsed in despair. Warpath lifted him up.

"There will be time to make this right later. For now we have to get off this ship."

"How are we gonna do that?" Smokescreen yelled over his shoulder, "the _Ark_ 's all the way out there!"

The ship could be seen out on the far end of the space bridge, now stretched to massive width, under fire from Tidal Wave.

"Are we stuck here?" Cliffjumper asked, distraught.

"Not on my watch. Cavalry's here."

Prowl's voice had never been so comforting to the assembled group. The vast shape of Stratosphere, the Autobots' planetary transport, descended to greet them.

" **I couldn't sit back idly in the hangar while you guys were in a jam** ," Stratosphere called over the radio.

A few minutes later the six Autobots were on their way back to the _Ark_. "Prime's still over there? What was he thinking?" Prowl was back to pacing.

"We can swing around and pick him up right?" Bumblebee asked.

"I'd love to," Stratosphere said, " **but if that lightning that struck the** ** _Nemesis_** **was just the opening act, I'll get blown to pieces!** **"**

"We'll just have to keep watch on your exfil spot and see what he does."

"Oh no," Arcee interrupted. "I just remembered the blast door!"


	8. Chapter 8

**Chapter 8:**

"So I closed the blast door behind them! Now Prime has to exit through the crew lounge if he wants to leave the ship!"

Starscream listened to the Vehicon Captain from the bridge. He was impressed at the generic's forethought.

"A sterling effort Captain 463. I'll see to it you're commended, if we survive this. Cyclonus, did you copy all that?"

"Copy Starscream. Moving in on lounge."

Megatron came through the door and regarded the orange lights blazing all around.

"Have the intruders been handled sire?"

"Shut up Starscream. Astrotrain, damage report."

"The lightning strike did a number on the computers, but the engines are holding for now. We're getting to the end of the bridge, and this ordeal. Also, Soundwave ran off somewhere."

"He's following a protocol I established in case of a disaster on board. This seems sufficient enough a disaster."

"I had the rest of the bridge crew get in emergency stasis pods. It's just the three of us now."

"Good thinking Astrotrain. Send word across the ship for everyone else to do the same. I won't risk losing Knockout, or the Constructicons."

Starscream and Astrotrain were somewhat taken aback by their leaders compliments.

"Should I get into a pod as well Megatron?"

"Yes Starscream, I think we're in for a bumpy landing."

Optimus Prime had been waylaid by a blast door and had to find an alternate path to the _Ark._ He had at last come to the crew lounge of the Nemesis, and was greeted by the sight of Brawn's lifeless form. He turned to the ruined boarding shoot hanging into space, and then was aware of the presence behind him.

"You flee like a coward. Where is the honor you Primes are supposed to possess?"

"Cyclonus. To fight is a choice, and my choice is to aid my crew. Can you not hear it? The space bridge is breaking down rapidly. All of us are in danger."

Cyclonus brandished his broken blade like a dagger. "Danger? You think you know of Danger? What I have seen - what's yet to come - that is true danger! My choices were made long ago. I have nothing left to lose!"

He leapt at Optimus, who dodged to the side so that the warrior landed in the remnants of the boarding chute. With a hum he deployed his axe once again and ran in after him.

"Wait Optimus... I'm still alive! Come back Optimus!" Huffer's voice was horse from shouting. His cries were unheard.

The two clashed again and again in the chute shuddering in the current of the space bridge.

"I do not know what horrors your past holds Cyclonus, but we all have a choice. Do not let Megatron lead you down his dark path."

Cyclonus landed a blow hilt-deep in Prime's shoulder and delivered a kick to the abdomen, sending Optimus staggering back into the wall. He looked at him inquisitively, and felt the hole in his helmet where a horn long ago went missing.

"Why do you care?"

"Agh!" Prime used the wall to raise himself up. "Because I care... about everyone. Compassion; that is... 'the honor.. a Prime is supposed to possess.'"

"You really think you can protect me from his wrath? From -"

As he was about to speak the name that had flitted in and out of his memory for stellar cycles, The chute snapped in two places, sending the two combatants into the void.

"Cyclonus!" Optimus shouted over the roar of the bridge. But he could no longer see the violet warrior. He had his own problems at that moment, as the _Nemesis_ was shrinking into the foreground at an alarming rate, and he had nothing to grab onto. That was, until he saw a welcome sight: the _Ark_ charging at him!

"Opt...gra...old...ick," Jetfire's voice crackled through what was left of their comms array. Optimus assumed it meant "grab hold quickly" and swung his axe to hook into the ship's hull.

A door slid open underneath him. Ratchet leaned out with outstretched hands, motioning him to drop down. "If I didn't know any better I'd say you've done that before," Ratchet chuckled.

"Old friend, there's a lot of adventures I haven't told you about," Optimus put his hand on the medic's shoulder in thanks. Suddenly the world around them exploded in light and sound. Chain lightning enveloped the _Ark_ , the pursuing Tidal Wave, and the _Nemesis._ With a dull thud the ships exited the space bridge and began to fall through the orbit of the planet before them.

"Lord Megatron, why haven't you entered a stasis pod yet?" Astrotrain asked. The bridge was now dark and deathly silent.

"I might ask you the same question," Megatron said without turning from his spot at the front window of the bridge. His tone was odd.

"Well sir, I'm the captain."

After no response, he worked up all the courage he could.

"Megatron, the Nemesis is under your command, but I'm the captain, and the captain goes down with his ship!"

Megatron turned now and looked at him. Astrotrain froze.

"You are right. But that's just it. You are my captain, an invaluable asset. Mark my words Astrotrain. I will survive this. You will survive this. And I'll need you when this is all over. So get in a pod and don't worry about your ship. I'll be watching over it until the last possible moment. That's an order. GO!"

Astrotrain clicked some buttons at his console, and the navigator's pod rose from the floor behind him. He got inside and took one last look at his leader before the stasis nanites shut down his optics.

The Autobots were assembled on the bridge, waiting for Ratchet to call in. At last his voice crackled over the comms.

"Prime's in, but badly injured. He had his back to the bolts, blocked me from the blast... I'm gonna get him in a stasis pod pronto. How's the ship?"

Jazz took the mic and motioned for the celebrating crew to be silent.

"Hanging on by a thread," he said. "No way we're landing in one piece."

"There is one way," Jetfire said grimly, and converted his hands into twin power sockets.

"You better not be doing what I think you're doing. You might not ever get separated from the ship if it goes down while you're interfaced with it."

"My ship, my rules. Besides, if it saves any of you..."

He plunged his arms into the heart of the ship's helm. Power arced through his body, and his optics burned brightly.

"I AM ASSUMING... DIRECT... CONTROL."

The ship's lights hummed back on, and _Ark_ entered a controlled descent. Stasis pods began erupting from all over the floor.

"EVERYONE GET TO YOUR PODS NOW."

The world spun before Jetfire. He could see everything the ship saw. He was looking for a soft place to put her down. He saw a mountain with molten rock streaming down it. The ship's hull was more than insulated enough for those temperatures! That was perfect!

He made some last minute calculations and ejected from the mainframe. The bridge was empty. He wasn't sure if had been seconds or minutes while he was interfaced, but he was glad everyone was safe. He brought up his navigator's pod and strapped in. 

Megatron stood gazing out the front window of the bridge at the large blue shape in front of him. Behind him was the last pod on the bridge, prepped for his protective slumber. He backed into the pod so as to not take his eyes off the planet. He reached out to touch the window of the pod, looking out at the land rushing up to meet him from so many hundreds of miles below. He glowered at it spitefully. He would survive this crash. And he would make this planet, and any living thing on it, remember the day he arrived here.

Thus was Megatron of Tarn the first Cybertronian to see Planet Earth with his own optics. The world around him began to dim as stasis set in. The last thing he remembered was feeling the tremendous lurch of inertia throughout the ship as the _Nemesis_ crashed headlong into the planet's atmosphere.

Soundwave shook off some rubble from his escape pod. He checked first on the safety of his deployers inside his chest, and then on the data he had downloaded off of Megatron's private server. 'Orange Protocol,' as it was called, had gone into effect as soon as the initial lightning strike had knocked out the main generators. All of Megatron's most classified data, even above Soundwave's clearance, was now stored within him. He was under strict orders not to open any files, and soundwave would always follow orders.

He looked around. This wasn't 'Earth,' as Megatron had described it to him in private. The curvature was wrong, the gravity was too weak, and the soil beneath him was the wrong the makeup. Earth must be the multicolored sphere above him in the sky. He hadn't seen where the _Nemesis_ had landed, but a quick scan for energon signatures would show him where to start looking. He switched his visor accordingly.

But what was this? The entire planet lit up with positive energon readings. He rebooted and checked again. No, this was no glitch. The atmosphere was supercharged with energon radiation. IT would fry a Cybertronian in minutes without shielding engaged. This must be why Megatron so eagerly sought the planet. In time the energon would coalesce in the earth as rich deposits. It was enough to power Cybertron for generations. But right now it was preventing Soundwave from finding his comrades. He would have to wait for the atmospheric phenomena to subside before he resumed his search. That could take thousands of years.

He sat down and set his chronometer to wake him up in a century.

Soundwave had time.

END


	9. Epilogue

**Epilogue:**

Grandus was roused from his recharge slab by an unpleasant buzzing and a great deal of yelling. He wasn't sure what time it was, but it was nowhere near the time any decent bot should be awake. But then Grindcore was where decency was brought to die screaming.

The Sergeant was waking up the entire camp for an emergency meeting. "Quickly! Quickly! The Warden hazzz zzzomething to say!"

Eventually Wasp was able to get Grandus' block out into the yard in the central prison complex, but not without much grumbling and several punishment orders. Hundreds of prisoners were gathered. Warden Blitzwing was already up on his platform above the throng. He regarded them coldly from over the point of his blue nose, but he was famous for his mood swings.

"Prisoners! Az you know, zis facility iz ze safest place for Autobots such az yourself."

"OUTSIDE YOU FACE ZE FURY OF ZE DECEPTICON VAR MACHINE."

"And to prove zis, ve have a transmission from Deputy Chancellor Schockvave."

Behind him a large screen illuminated with the single red optic of Megatron's regent on Cybertron.

"Autobots of Grindcore Penitentiary: It is my duty to inform you that, as of Cycle 02.070, Optimus Prime has been terminated."

The crowd of prisoners erupted into varied shouts of despair and disbelief.

"SILENCE YOU LOT!" Blitzwing bellowed.

"Indeed, your leader's ship was reported lost in a space bridge accident. As duly appointed leader of Cybertron I will oversee terms of surrender with your appropriate chain of command, which should occur in only a matter of solar cycles. Whether you leave this place or not will be up to them of course. But know that your faith in the Last Prime has failed."

The feed cut without any closing remarks. Blitzwing was manically giddy.

"Yes! On zis day, the Decepticons are wictorious! Vat say you to zat, poor vittle Autobots?"

The prisoners were silent. The initial shock had worn off. Grandus surprised even himself when he was the first to speak.

"So, it's over? We've lost?"

Others joined in.

"Can we go home?"

"They said it depends."

"Who would be in charge if Optimus is dead?"

"Sentinel?"

"Oh Primus, if it's him..."

"Then that's that. We're never getting out of here," A rotund green bot shouted matter-of-factly.

"Don't get ahead of yourself kid, Shockwave's talk'n out his tailpipe." The voice came from an older red bot who wove his way through the crowd.

"And what do you know that I don't old-timer?" The larger bot asked.

"I served on Optimus' ship. We were chasing down the _Nemesis_. If the _Ark_ went down, and Megatron isn't here to tell us about it himself, that means Megatron's dead too."

The bot was taken aback. "You're Ironhide? _The_ Ironhide?"

"Last time I checked."

The crowd picked up again. Soon the word was spreading, that the two leaders of the war might be dead, and that fight might not be over yet.

Grandus used his height to get a glimpse of Ironhide. Grindcore had its share of war heroes come through, but Ironhide knew Optimus Prime personally. _The stories he could tell_ , he thought to himself.

Springer watched the commotion from the far side of the yard. "See that, Magnus?" The old-timer's giving them hope. It's the kind of thing that keeps bots alive in a place like this."

Magnus, as always, didn't respond. He sat in an unceremonious slump against the wall, eyes darkened by whatever had afflicted him since the Wreckers had been captured.

"Hope, you giant bastard. You waking up would do the trick..."

Sixshot entered the throne room as soon as the transmission ended. The machines inside their exo-suits allowed them to communicate long range without ever leaving the room, a handy feature considering they were too big to fit through most doors in the city proper.

"Resplendently done, brother. I especially liked the part where you shifted blame on their situation to their superiors. Who _are_ their superiors now, that you're so certain of receiving a surrender from them?"

"That was a fabrication on my part brother. Anticipation of a surrender will demoralize them, be it for days, weeks, or stellar cycles."

Shockwave left his throne for the balcony. From the pinnacle of Shadomaru he could see all of Kaon.

"In truth, as logical as it would be to give up without a Prime to lead them, I doubt the Autobots will be so rational. It will only be so long before they realize Megatron's disappearance."

"So what are we to do if the war goes on?"

"Megatron's top staff went down with him on the Nemesis. As the highest ranking member of his inner circle remaining, logic dictates that _I_ assume leadership of the Decepticons. The generals will meet with me soon to make it official, and then all coordination will go through us."

Sixshot looked surprised. "Us?"

A few civilians on the ground beneathe the fortress looked up and pointed. It was rare that the Deputy Chancellor showed his face (relatively speaking) in public. "I will appoint you as regent of Kaon so that my attention can be devoted to conducting the generals, and to my work in the chambers below."

Shockwave didn't often trust his brother to do things of import. He didn't even have clearance to enter some of the sub-basements. "Oh, thank you brother. I had no idea!"

Shockwave turned, his eye burning red through the monitor on his suit.  
"We will rule side by side, and bring this war to a swift conclusion."

"Then here's to a bright new future for the Decepticons."

"Indeed."


End file.
